Terms and Conditions of AviFly Technologies S.L.

These Terms and Conditions (the “Terms”) govern the relationship between AviFly Technologies S.L. (“AviFly”, “we”) and any user who uses our web platform or mobile application (“the Platform”) and contracts our flight disruption claim management services.

By using the Platform and/or signing the corresponding assignment of claim or equivalent document, you (“the User” or “the Client”) declare that you have read and accepted these Terms in full.

0. Commission summary (informative clause; it does not replace the legal text)

To avoid any doubt, here is the commission structure up front:

• Claim resolved without going to court (out-of-court route)
  • 15% + VAT on the total gross amount obtained from the air carrier (compensation, refund, damages, interest, and so on).
• Claim requiring court proceedings (judicial route)
  • 30% + VAT on the total gross amount obtained from the air carrier.
  • In that case it is not added to the 15%; the total percentage is 30% + VAT, not 15% + 30%.
• No win, no fee
  • If no amount is obtained from the air carrier, you pay no commission, except in the cases of breach or withdrawal set out in these Terms.

What follows is the full and legally binding version.

1. Definitions

For the purposes of these Terms:

• AviFly / the Company: AviFly Technologies S.L., registered office at Cl Pont, 33, 08511, L’Esquirol, Barcelona, Spain, tax ID B22489181.
• Platform: website, mobile application and any digital channel owned or operated by AviFly.
• User / Client: a natural or legal person who uses the Platform and/or contracts AviFly’s services.
• Services: the analysis, processing, management, advice and, where applicable, court pursuit of claims arising from flight disruptions.
• Claim: any request for compensation, refund or damages against an airline or other liable party, arising from delays, cancellations, denied boarding, overbooking, lost or damaged baggage or other similar disruptions.
• Credit: the passenger’s financial right against the airline (compensation, damages, refund, interest, and so on) arising from a flight disruption.
• Assignment of claim: the contract by which the Client transfers their claim against the airline to AviFly, so that AviFly becomes its holder and can pursue it in its own name.
• Compensation: the total sum of money the airline (or another liable third party) pays as a result of the Claim (statutory compensation, refund, additional damages, interest, costs, and so on).
• Out-of-court action: any step taken without filing a court claim (direct claims to the airline, claims before AESA or equivalent bodies, negotiations, and so on).
• Court action: filing a claim or proceedings before courts and tribunals, as well as associated appeals (including small claims, payment orders, ordinary proceedings, enforcement, and so on) and the involvement of court agents and lawyers.
• Out-of-court commission: 15% + VAT applied to the Compensation obtained without the need to start Court action.
• Judicial commission: 30% + VAT applied to the Compensation obtained in cases where Court action has been necessary.
• Legal costs: court fees (if any), court agent fees, expert costs, translations and other expenses directly linked to court proceedings.

2. Purpose of the contract

The purpose of the contract between the Client and AviFly is:

• Use of the Platform to assess whether a Claim is viable.
• The possible assignment of the Client’s claim to AviFly, so that AviFly becomes the holder of the claim against the airline.
• The out-of-court and/or court handling of that claim by AviFly, acting in its own name as holder of the assigned claim.
• Payment by AviFly to the Client of their share of the Compensation, once the agreed commission has been deducted.

3. Registration and User account

• 3.1. To make full use of the Platform and the Services, it may be necessary to register and create a User account.
• 3.2. The User warrants that:
  • They are of legal age and have legal capacity to contract.
  • The data they provide is truthful, accurate, complete and up to date.
• 3.3. The User is responsible for keeping their credentials confidential and for the use made of their account.
• 3.4. AviFly may refuse registrations or suspend accounts in the event of any breach of these Terms or fraudulent use of the Platform.

4. Description of the Services

Through the Platform, AviFly may provide, among others, the following Services:

• Assessment of the Claim’s eligibility under Regulation (EC) 261/2004 and other applicable rules.
• An indicative calculation of the amounts that might be due to the Client.
• End-to-end handling of the Claim through the assignment of the claim, including:
  • Out-of-court claims against the airline or other liable parties.
  • Filing submissions and documentation with airlines and competent authorities.
  • Negotiating settlements.
• Where necessary, the initiation of court action by AviFly as holder of the assigned claim, including:
  • Engaging lawyers and court agents.
  • Filing and following up claims.
• Collecting the Compensation and subsequently paying the Client, deducting the commission.
• Customer service and support throughout the process via the available channels.

Important: AviFly does not guarantee the success of every Claim; the final outcome depends on airlines, courts and other external factors.

5. The assignment-of-claim model

5.1. For AviFly to handle the Claim, the Client must sign an assignment of claim (electronically or on paper) or another equivalent document provided by AviFly.

5.2. Through the assignment of claim:

• The Client transfers to AviFly their right of claim against the airline for the specific disruption (specific flight or case).
• AviFly becomes the holder of the claim and may pursue it in its own name, including through the courts.
• The Client becomes the economic beneficiary of the Compensation, on the terms set out in these Terms.

5.3. From the moment the Client signs the assignment of claim:

• The Client may not:
  • Start or continue parallel dealings with the airline or other intermediaries about the same claim.
  • Assign the same claim to third parties.
• If they receive any communication or offer from the airline, the Client undertakes to forward it to AviFly immediately.
• If the airline pays the Client directly, the Client undertakes to inform AviFly without delay and to pay AviFly the corresponding commission under these Terms.

5.4. AviFly may, if it considers it appropriate, reverse the assignment and return the claim to the Client by signing a reverse assignment document, particularly where the case is closed or AviFly withdraws with reasons.

6. Commissions and payment

6.1. General “No win, no fee” principle

• AviFly only charges commission if it obtains Compensation.
• If the Claim results in no payment by the airline or other liable party, the Client pays no commission, except in the cases of Client withdrawal or breach governed by clause 11.

6.2. Out-of-court commission (15% + VAT)

• If AviFly obtains Compensation without the need to start court action, an out-of-court commission of 15% + VAT will apply to the total gross amount of the Compensation.
• That percentage is deemed to include any dealings with airlines, AESA or other administrative bodies, provided no court claim has been filed.

6.3. Judicial commission (30% + VAT)

• If it proves necessary to file a court claim or start proceedings before courts or tribunals to pursue the assigned claim, and Compensation is obtained, a judicial commission of 30% + VAT will apply to the total gross amount of the Compensation.
• The judicial commission includes and replaces the out-of-court commission.

In other words, they are not cumulative (it is not 15% + 30%), but a single 30% + VAT where the court route is used.

6.4. What counts towards the calculation

For the purpose of calculating the commission, the following are treated as part of the Compensation:

• Statutory compensation (for example, under Regulation (EC) 261/2004).
• Refunds of tickets or other amounts paid by the Client.
• Damages for additional loss where claimed together.
• Interest paid by the airline.
• Legal costs that courts may award in AviFly’s favour.

In short: the commission is calculated on everything the airline ends up paying for that case, unless expressly agreed otherwise in writing.

6.5. Direct payments to the Client by the airline

If, after the assignment of claim:

• The airline pays the Client directly, or
• The Client accepts a voucher, credit note or compensation in kind,

the Client undertakes to:

• Inform AviFly of that payment or offer immediately.
• Pay AviFly the commission that would have applied had the Compensation been collected by AviFly, applying the percentages in this clause (15% or 30% + VAT, as applicable).

If the compensation is in kind (travel vouchers, points, and so on), its nominal value will be used as the reference for calculating the commission, unless another criterion is agreed in writing.

6.6. Legal costs and court costs

• As a general rule, AviFly bears and advances the Legal costs needed to start and continue court proceedings.
• If the proceedings are won and the court orders the airline to pay costs, those costs belong to AviFly, which will use them to cover the Legal costs it has borne.
• The Client bears no costs or Legal costs vis-à-vis the airline, unless:
  • They have acted with intent to deceive, in bad faith, or provided false information or documentation, or
  • They breach essential obligations leading to an unfavourable judgment (for example, denying facts they had previously acknowledged to AviFly in writing).

In those exceptional cases, AviFly may claim from the Client the loss and Legal costs caused by that conduct.

6.7. How and when the Client is paid

• Once AviFly receives the Compensation from the airline, it will deduct the corresponding commission and transfer the remaining amount to the Client.
• Payment will be made within a maximum of 14 calendar days from the Client having correctly provided their bank details and AviFly having the corresponding funds at its disposal.

The Client is not entitled to claim interest on amounts held by AviFly during the time needed to calculate and deduct the commission and make the transfer.

7. The Client’s obligations

The Client undertakes to:

• Provide truthful and complete information about the flight and the disruption.
• Provide all necessary documentation (boarding passes, bookings, expense receipts, communications received, and so on).
• Warrant that:
  • They have not previously received compensation for the same disruption.
  • They have not started other parallel claims for the same disruption (either directly or through third parties).
• Sign the assignment of claim and any additional documentation AviFly or its lawyers may require (for example, powers of representation, if needed).
• Not negotiate or accept settlements with the airline without first informing AviFly, where an assignment of claim is already in place.
• Immediately report any contact or direct payment from the airline.
• Respond to AviFly’s requests for information within a reasonable time.
• Where, exceptionally, their participation as a witness or in some procedural step is required (for example, confirming facts by video call), cooperate in good faith, within reason.
• Not use the Platform for unlawful or fraudulent purposes, or purposes contrary to good faith.

8. AviFly’s obligations

AviFly undertakes to:

• Assess the viability of the Claim in accordance with applicable law.
• Handle the Claim with reasonable professional diligence, both out of court and, where applicable, in court.
• Engage, where it considers it necessary, lawyers and court agents to bring court actions in its own name as holder of the assigned claim.
• Keep the Client informed, through the Platform or by email, of the main milestones of the Claim.
• Transfer to the Client their share of the Compensation, once the commission has been deducted, within the period set out in clause 6.7.
• Process the Client’s personal data in accordance with applicable law and AviFly’s Privacy Policy.
• Provide reasonable support for the proper use of the Platform.

9. Platform availability and limitation of liability

9.1. AviFly does not guarantee uninterrupted availability of the Platform, which may be affected by maintenance, technical incidents or other reasons.

9.2. AviFly will not be liable for:

• Errors arising from information provided by the Client.
• Decisions of airlines, administrative authorities or courts and tribunals.
• Delays in processing attributable to third parties.

9.3. AviFly’s maximum liability to the Client, on any ground arising from these Terms, will in any event be limited to the amount of commission actually charged by AviFly in the specific case.

9.4. AviFly is not liable for indirect loss, loss of profit, loss of opportunity or other purely economic loss not directly linked to the Compensation.

10. Intellectual and industrial property

10.1. All intellectual and industrial property rights in the Platform, its contents and elements (text, images, logos, trade marks, design, software, and so on) belong to AviFly or to third parties who have authorised their use.

10.2. Any form of reproduction, distribution, public communication, transformation or use of these contents without AviFly’s prior written authorisation is prohibited, except for uses strictly necessary to use the Platform in accordance with these Terms.

11. Duration, withdrawal and termination

11.1. Duration

The contract between the Client and AviFly is of indefinite duration and remains in force while there is an active Claim or outstanding rights or obligations between the parties.

11.2. Right of withdrawal (14 days)

If the Client acts as a consumer (a natural person acting outside their trade or profession), they have 14 calendar days from accepting these Terms or from signing the assignment of claim (whichever is later) to withdraw from the contract without having to give reasons.

Withdrawal must be communicated in writing to AviFly (by email or through the channels available on the Platform).

• However, if AviFly has already completed the service (for example, it has obtained and collected the Compensation) before the Client exercises withdrawal, the withdrawal will have no effect in respect of the services already performed and AviFly may charge the corresponding commission.

11.3. Client withdrawal outside the 14-day period

If the Client wishes to end the contract after the withdrawal period:

• Before AviFly has taken significant out-of-court steps (formal claim sent to the airline, AESA, and so on), the Client may terminate without penalty.
• After AviFly has started out-of-court steps:
  • AviFly may claim from the Client, as damages, an amount equal to the out-of-court commission (15% + VAT) on the amount claimed, as a reasonable reflection of the value of the work already done.
• If the Client terminates the contract after a claim has been filed or court proceedings started, AviFly may claim from the Client an amount equal to the judicial commission (30% + VAT) on the amount claimed, to the extent that AviFly has already assumed significant risk and legal costs.

In any event, these amounts act as a maximum penalty clause, and AviFly must deduct from them any amount actually recovered from the airline if the Client continues the process on their own and obtains compensation.

11.4. Termination for the Client’s breach

AviFly may terminate the contract immediately if:

• The Client provides false or manipulated information or documentation.
• The Client pursues, on their own or through third parties, a parallel Claim for the same flight without informing AviFly.
• The Client conceals having received compensation from the airline after the assignment of claim.
• The Client seriously breaches the essential obligations set out in these Terms.

In those cases, AviFly may claim from the Client:

• The Legal costs borne in the Claim; and/or
• The commission that would have applied (15% or 30% + VAT) had the Claim succeeded, where the Client subsequently obtains compensation from the airline.

11.5. Termination by AviFly

AviFly may close the Claim and terminate the contract where:

• It considers there is no reasonable prospect of success.
• The airline is insolvent or there is no effective way to collect.
• Circumstances make it disproportionate to continue (for example, very low potential compensation against high legal costs).

In such cases, AviFly will notify the Client that the case is closed. No commission will accrue and, where applicable, AviFly may return the claim to the Client through a reverse assignment.

12. Data protection

The processing of the Client’s personal data is governed by AviFly’s Privacy Policy, which forms an integral part of these Terms and is available on the Platform.

13. Changes to these Terms and Conditions

AviFly may amend these Terms at any time. Amendments:

• Take effect from their publication on the Platform.
• Will be communicated to registered Users where they substantially affect their rights or obligations.

Continued use of the Platform or the Services after the amendments take effect constitutes acceptance of them.

14. Governing law and jurisdiction

14.1. These Terms are governed by Spanish law.

14.2. For any dispute arising from the interpretation or performance of these Terms, the parties submit, expressly waiving any other jurisdiction that might correspond to them, to the Courts and Tribunals of the city of Barcelona (Spain), without prejudice to any non-waivable rights the consumer may have regarding competent jurisdiction.

15. Contact

For any query relating to these Terms and Conditions or to AviFly’s Services, you can contact us at:

• Email: soporte@aviflyapp.com
• Other contact channels available on the Platform itself.